Sec Form 3 Filing - Alset Inc. @ HWH International Inc. - 2024-01-09

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Alset Inc. 2. Issuer Name and Ticker or Trading Symbol HWH International Inc. [ HWH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ALSET INC., 4800 MONTGOMERY LANE, SUITE 210 3. Date of Earliest Transaction (MM/DD/YY) 01/09/2024 (Street) BETHESDA, MD20814 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10,900,000 I ( 1 ) ( 2 ) See Footnote ( 1 ) ( 2 ) ( 5 ) Common Stock 2,677,375 I ( 1 ) ( 3 ) ( 4 ) See Footnote ( 1 ) ( 3 ) ( 4 ) ( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants $ 11.5 02/08/2024 01/09/2029 Common Stock 236,875 I ( 1 ) ( 3 ) ( 4 ) I ( 1 ) ( 3 ) ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Alset Inc. ALSET INC. 4800 MONTGOMERY LANE, SUITE 210 BETHESDA, MD20814 X Alset International Ltd 9 TEMASEK BOULEVARD #16-04 SUNTEC TOWER TWO SINGAPORE, U0038989 X Signatures Alset Inc. /s/ Heng Fai Ambrose Chan, Chief Executive Officer 01/19/2024 Signature of Reporting Person Date Alset International Limited /s/ Heng Fai Ambrose Chan, Chief Executive Officer 01/19/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 9, 2024, the Issuer completed a business combination. Under the terms of the business combination, all of the issued and outstanding Class A and Class B Common Stock of the Issuer, converted into shares of Common Stock of the Issuer. The Issuer, formerly known as Alset Capital Acquisition Corp. is now known as HWH International Inc. ( 2 )In connection with the business combination, 10,900,000 shares of the Issuer's common stock were issued to Alset International Limited, a Singapore company, as merger consideration. Alset Inc. may be deemed to possess beneficial ownership of these shares as the majority stockholder of Alset International Limited. ( 3 )In connection with the business combination, 2,156,250 shares of Alset Class B Common Stock held by Alset Capital Acquisition Sponsor, LLC (the "Sponsor") were converted into 2,156,250 shares of the Issuer's common stock. As the majority owner of the Sponsor, Alset Inc. may be deemed to possess beneficial ownership of these shares. ( 4 )On February 3, 2022, the Sponsor purchased 473,750 units (the "Private Placement Units") pursuant to a private placement. Each Private Placement Unit consisted of one share of Class A common stock, one-half of one warrant and one right entitling the holder to receive one tenth (1/10) of one share of Common Stock. In connection with the business combination, the rights held by the Sponsor were converted into 47,375 shares of the Issuer's common stock, the Class A shares became 473,750 shares of common stock, and the Sponsor holds warrants to purchase 236,875 shares of the Issuer's common stock. ( 5 )As Chairman, Chief Executive Officer and majority stockholder of Alset Inc., and Chairman and Chief Executive Officer of Alset International Limited, Heng Fai Ambrose Chan may be deemed to possess beneficial ownership of the securities held by the Sponsor and Alset International Limited.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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